Coursera, Inc. Form 8-K Summary
Business Context and Reporting Period
Date of Report: December 17, 2025
Company: Coursera, Inc. (NYSE: COUR)
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger) with Udemy, Inc.
Coursera has entered into a merger agreement to acquire Udemy, Inc. The transaction involves a merger of a Coursera subsidiary with Udemy, resulting in Udemy becoming a wholly-owned subsidiary of Coursera. The Coursera Board has unanimously approved the transaction and recommended it to stockholders.
Key Financial Metrics and Transaction Terms
Consideration: Udemy stockholders will receive 0.800 shares of Coursera Common Stock for each share of Udemy Common Stock held (Exchange Ratio). Cash will be paid in lieu of fractional shares.
Termination Fees: $40.5 million payable by either party under specific breach or change-of-recommendation scenarios.
Expense Reimbursement: $8.0 million payable if the merger fails due to lack of requisite stockholder approval.
Financial Performance: This filing does not provide specific revenue, profit, cash flow, or debt metrics for either company. Investors are directed to recent 10-K and 10-Q filings for financial data.
Material Changes and Governance
Board Composition: Post-closing, the combined company's Board will consist of nine directors: six current Coursera directors and three current Udemy directors.
Leadership: The current Chairman and CEO of Coursera will retain their roles in the combined company.
Voting Agreements:
- Udemy: Significant stockholders (approx. 26% of outstanding shares) affiliated with Insight Venture Partners have agreed to vote in favor of the merger.
- Coursera: Significant stockholders (approx. 12% of outstanding shares) affiliated with New Enterprise Associates and Andrew Ng have agreed to vote in favor of the stock issuance and charter amendment.
Guidance, Risks, and Conditions
Closing Conditions: The merger is subject to customary conditions, including:
- Approval by stockholders of both Coursera and Udemy.
- Regulatory approvals (including HSR Act waiting period expiration).
- NYSE listing authorization for new shares.
- Effectiveness of the Form S-4 registration statement.
- A tax opinion confirming the transaction qualifies as a reorganization under Section 368(a) of the Internal Revenue Code.
Termination Rights: The agreement may be terminated if not consummated by December 17, 2026, with automatic extensions to March 17, 2027, and June 17, 2027, if regulatory approvals are pending. Other termination rights include failure to obtain stockholder approval, withdrawal of board recommendations, or material breaches.
Risks: Forward-looking statements highlight risks regarding integration difficulties, retention of key personnel, regulatory approval delays, and potential disruption to operations. The filing explicitly states that representations and warranties in the agreement are for contractual risk allocation and should not be relied upon as statements of fact.
Investor Verification Checklist
- Form S-4: Review the upcoming joint proxy statement/prospectus for detailed financial data, synergies, and risk factors.
- Stockholder Approval: Monitor the scheduling and results of the stockholder meetings for both Coursera and Udemy.
- Regulatory Status: Track the status of antitrust and other regulatory reviews, as these are critical closing conditions.
- Financial Health: Consult the most recent 10-K and 10-Q filings for both companies to assess liquidity, debt, and operating margins, as this 8-K contains no such data.
- Termination Triggers: Monitor for any change in board recommendations or alternative transaction proposals that could trigger the $40.5 million termination fee.